GENERAL TERMS AND CONDITIONS
(The Biogenity General Terms and Conditions was updated on July 11, 2019.)
1. Scope of Applicability
1.1. These General Terms and Conditions (hereinafter referred to as “T&C”) apply to all sales of goods by Biogenity IVS’, CVR-number 39606925 (hereinafter referred to as “Biogenity”) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the Customer.
1.2. These T&C supersede all previous versions of the T&C.
2. Terms of Reference
2.1. Together with Biogenity’s offers and order confirmations, these T&C constitute the total contractual basis for Biogenity’s sales and delivery of services to the Customer (hereinafter referred to as “the Terms of Reference”). No conflicting, contrary or additional terms and conditions shall be deemed accepted by Biogenity unless and until Biogenity expressly confirm in writing.
2.2. Changes or additions to the Terms of Reference are not binding, unless the parties have agreed otherwise in writing.
3.1. Biogenity is not liable for ensuring that services comply with legislation or standards, or can be used for specific purposes, unless the parties have agreed otherwise in writing.
4. Prices and Terms of Payment
4.1. The price for services provided by Biogenity shall be those set forth in the latest price list, unless the parties have agreed otherwise in writing. All prices are exclusive of taxes.
4.2. Payment for services purchased directly from Biogenity’s web shop shall be made simultaneously when placing the order, unless the parties have agreed otherwise in writing.
4.3. Unless expressly stated otherwise in Biogenity’s order confirmation, payment for services shall be made no later than 30 days net from the invoice date or cash upon receipt, without offset or deduction.
4.4. In case of fluctuating equity at the Customer, Biogenity is entitled to demand a guarantee of payment.
4.5. Biogenity is entitled to demand that the purchase may be made in installments.
5. Delayed Payment
5.1. If the Customer fails to pay any invoice within seven calendar days of the due date of payment, Biogenity may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to the Customer within seven calendar days of the expiration of the grace period. Further, Biogenity may charge the Customer interest from the due date to the date of payment at the rate of 10 % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which Biogenity are or may be entitled by law or in equity.
6. Offers, Purchase Orders and Order Confirmations
6.1. All offers made by Biogenity are open for acceptance within ten calendar days from the date of issue, unless otherwise specifically stated therein.
6.2. All purchase orders issued by the Customer shall specify as a minimum the requested type of service, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding for Biogenity unless and until confirmed by Biogenity in writing.
7. Terms of Delivery
7.1. Biogenity provides services no later than the time stated in the order confirmation. Biogenity is entitled to deliver before the agreed delivery time, unless the parties have agreed otherwise in writing.
7.2. The Customer must inspect goods delivered upon receipt. If the Customer discovers an error or defect that the customer wishes to invoke, the error or defect must be notified in writing to Biogenity immediately. If an error or defect, which the customer has discovered or should have discovered, is not immediately notified to Biogenity in writing, it cannot later be claimed by the Customer.
8. Late Delivery
8.1. If Biogenity expects a delay in the delivery of services, Biogenity is obliged to inform the Customer on the reason for the delay and new expected delivery date.
8.2. If Biogenity fails to provide services at the agreed delivery date, on grounds for which Biogenity is liable, the Customer may terminate the applicable purchase order in whole or in part (as to those services affected by the delay) by providing written notice of termination to Biogenity within seven calendar days. These shall be the Customer’s exclusive remedies for late delivery.
9.1. Biogenity warrant that upon delivery and for a period of three months from the date of delivery services purchased hereunder will be free from defects and errors.
9.2. The warranty does not cover errors or defects resulting from (1) use contrary to the instructions from Biogenity, (2) remedy or alteration performed by others than Biogenity, or (3) other conditions for which Biogenity is not liable.
9.3. Biogenity makes no other warranty, express or implied, with respect to services delivered hereunder, and the warranty constitutes Biogenity’s sole obligation in respect of any lack of conformity of services delivered hereunder (except title). In particular, Biogenity makes no warranty with respect to the merchantability of services delivered or their suitability or fitness for any particular purpose.
10. Limitation of Liability
10.1. Neither of the parties will be entitled to, and neither of the parties shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers.
10.2. Biogenity is not liable for damages of any nature due to hacking of Biogenity.
10.3. Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
11. Intellectual Property Rights
11.1. All intellectual property rights, including all copyrights, trademark rights and other intellectual property rights are the sole property of Biogenity, their subcontractors or third parties.
11.2. Unless expressly stated otherwise, the Terms of Reference does not entail any assignment of ownership of any rights to the Customer, in whole or partially.
11.3. Biogenity is entitled to use any general knowledge, including information technology, ideas, concepts, know-how or techniques, obtained by Biogenity in providing the Services.
12.1. The Customer may not disclose, use or enable others to use Biogenity’s trade secrets or any other information of any kind not accessible to the public.
12.2. The Customer may not unduly acquire or attempt to gain knowledge of or make available to Biogenity’s confidential information as set out in section 12.1. The customer must circumvent and keep the information sound in order to prevent them from accidentally becoming accessible to others.
12.3. The parties’ obligations as set out in section 12.1-12.2 apply during the parties’ cooperation and without time limit after the end of the cooperation, regardless of the reason for the termination.
13. Governing Law and Jurisdiction
13.1. In case of a disagreement, the parties must cooperate and seek to initiate negotiations to resolve the dispute, with a cooperative and responsible attitude.
13.2. Any dispute that cannot be resolved by negotiations between the parties must be settled by the Maritime and Commercial Court in Copenhagen as the court of first instance